AP PA RFP For Website final by yangxichun

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									     WEST PENN POWER COMPANY,
       dba ALLEGHENY POWER


        REQUEST FOR PROPOSALS
                 FOR
FULL REQUIREMENTS WHOLESALE ELECTRIC
            POWER SUPPLY


               DATED
            MARCH 13, 2009




                 West Penn Power Company, dba Allegheny Power
                                    2009 Request for Proposals
                                            Request for Proposals
                                                     For
                              Full Requirements Wholesale Electric Power Supply

                                                          Table of Contents


1. Introduction ....................................................................................................................4
2. Services Requested ........................................................................................................4
   2.1. Supply Requirement Overview...............................................................................4
   2.2. Product Definition ..................................................................................................5
   2.3. Multi-Procurement Process ....................................................................................6
   2.4. Supplier Step-Up Provision ....................................................................................8
   2.5. Customer Restrictions .............................................................................................8
3. Eligibility of Applicants .................................................................................................8
   3.1. Overview of Eligibility ...........................................................................................8
   3.2. Submittal of Expression of Interest ........................................................................9
   3.3. Confidentiality Agreement .....................................................................................9
   3.4. Submittal of Applicant's PJM and FERC Qualifications........................................9
   3.5. Submittal of Credit Application and Financial Information .................................10
   3.6. Submittal of Binding Bid Agreement ...................................................................11
   3.7. Cure Time for Deficiencies in Qualification Requirements .................................11
   3.8. Bid Assurance Collateral and Alternative Letter of Credit Form .........................12
   3.9. Alternative Forms of Performance Assurance ......................................................12
4. Proposals ......................................................................................................................13
   4.1. Bid Format ............................................................................................................13
   4.2. Submittal of Proposals ..........................................................................................15
   4.3. Confirmation and Proposal Tagging Process .......................................................15
   4.4. Conforming Proposals ..........................................................................................16
   4.5. Expiration of Proposals.........................................................................................16
   4.6. Evaluation of Proposals ........................................................................................16
5. Provider of Last Resort Supply Master Agreement ....................................................17
6. Schedule for RFP Process ............................................................................................17
   6.1 Schedule Activity And Dates ................................................................................17
   6.2 Schedule Modification Events ..............................................................................20
7. RFP Website ................................................................................................................21
8. Reserved Rights ...........................................................................................................22
   8.1. Bidder Elimination Right ......................................................................................22
   8.2. POLR SMA Termination Right ............................................................................22
9. Miscellaneous ..............................................................................................................22
   9.1. Warranty on Information ......................................................................................22
   9.2. Hold Harmless ......................................................................................................22
   9.3. Proposals Become Allegheny Power's Property ...................................................23
   9.4. Bidder's Acceptance..............................................................................................23
   9.5. Permits, Licenses and Compliance with the Law .................................................23
   9.6. Proprietary Information ........................................................................................23
                                                                       2                             West Penn Power Company,
                                                                                                           dba Allegheny Power
                                                                                                     2009 Request for Proposals
   9.7. Disclosure of Awarded Bid Information ..............................................................23
   9.8. Regulatory Approvals ...........................................................................................23

                                                        Appendices

1. Expression of Interest Form
2. Confidentiality Agreement
3. PJM Qualification Certification Form
4. FERC Authorization Certification Form
5. Credit Application
6. Bid Assurance Letter of Credit
7. Bid Form Spreadsheets
8. Binding Bid Agreement
9. Binding Bid Withdrawal Agreement
10. Provider of Last Resort Supply Master Agreement




                                                                3                           West Penn Power Company,
                                                                                                  dba Allegheny Power
                                                                                            2009 Request for Proposals
                              Request for Proposals
                                       For
                Full Requirements Wholesale Electric Power Supply


1.   Introduction
        West Penn Power Company (“West Penn”), dba Allegheny Power (“Allegheny Power”),
is seeking proposals from eligible bidders to provide Provider of Last Resort (“POLR”) service
in its Pennsylvania service territory. Provider of Last Resort service means electric supply
service made available to retail customers who (i) do not affirmatively select a supplier, (ii) are
unable to obtain service from an alternative supplier, or (iii) have contracted with an alternative
supplier who fails to perform. AP will procure the full requirements power from the wholesale
market through this Request for Proposal (“RFP”).

2. Services Requested
     2.1.   Supply Requirement Overview
       Allegheny Power is requesting full requirements wholesale supply service generally
including energy, capacity, ancillary services, renewable energy obligations and losses, but
excluding network integration transmission service. A supplier of full requirements service will
have an obligation stated as a specific percentage of Allegheny Power’s retail load for specific
service types or customer classes, and as such, full requirements service encompasses any
changes in customers' demand for any reason.

       In order to mitigate wholesale suppliers' exposure to the volumetric risk associated with
customer migration, an increment load pricing mechanism, as described in the Provider of Last
Resort Supply Master Agreement (“POLR SMA”), has been included in this RFP.

        Generally, upon a certain date associated with each awarded bid block, Allegheny Power
will determine the specific amount of capacity peak load contribution (PLC) in megawatts (MW)
represented by each awarded bid block (base load). As set forth in Section 2.3 (Multi-
Procurement Process), each bid block equates to a specific and fixed percentage of the load, or
specific and fixed percentages of load for multiple customer classes represented within a single
bid block, and at the time of this RFP, such percentage(s) were designed to be as close as
practicable to 50 MW. However, over time as Allegheny Power’s load changes, the MW
equivalency of such fixed percentage(s) shall change accordingly.

       Under the Volumetric Risk Mechanism Allegheny Power is the supplier of the
incremental load. The incremental load is defined as the load exceeding a 5 MW per bid block
threshold, and does not include the load up to that threshold. Allegheny Power will purchase the
incremental load from the PJM spot market, including energy, capacity (or any successor price
for capacity as may be employed in PJM), ancillary services, renewable energy requirements,
and any other PJM-administered costs related to the incremental load. Allegheny Power will

                                                4                    West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
include the costs it incurs to purchase the incremental load, plus the administrative charges, in its
POLR rate per the applicable service type.

        The specific definition of full requirements service and associated responsibilities are
stated in the POLR SMA, which is included as part of this RFP document as Appendix 10. The
current PLC associated with the customer classes for which Allegheny Power is soliciting
wholesale supply in this RFP is stated in the following table. Two representations of PLC are
provided. The first represents the PLC associated with customers currently receiving POLR
from Allegheny Power. The second represents the PLC associated with all customers currently
eligible for a specific service type within Allegheny Power’s service territory. Where applicable,
the customer classes that comprise a service type are listed.

                                 Service Type and PLC Review

                                                  Capacity PLC Megawatts as of 3/4/2009

                  Service Type                            POLR                   Eligible
   Type 10 (Schedule 10)                                  1,530                   1,530
   Type 20 (Schedules 20, 22, 23, 24 and
     Street lighting Schedules 51, 52, 53, 54,             603                     603
     55, 56, 57, 58, and 71.)
   Type 30 (Schedule 30 <500kW demand)                     375                     375
   Type 40 (Schedule 30 > or = 500kW
     demand, Schedules 40, 41, 44, 46, 86                 1,139                   1,139
     and Tariff 37)
   Total
                                                          3,647                   3,647



    2.2. Product Definition
       In this RFP, Allegheny Power is soliciting full requirements wholesale service for the
terms indicated below by an "X" next to the term description. As shown in Section 6 (Schedule
for RFP Process), the contracts noted below will be procured in multiple procurements over an
approximate 36-month period beginning April 2009.

Term Description
_X_ Type 10: 17-month Term, January 1, 2011 – May 31, 2012

_X_ Type 10: 29-month Term, January 1, 2011 – May 31, 2013

_X_ Type 10: 12-month Term, June 1, 2012 – May 31, 2013

_X_ Type 20: 17-month Term, January 1, 2011 – May 31, 2012
                                                 5                     West Penn Power Company,
                                                                             dba Allegheny Power
                                                                       2009 Request for Proposals
_X_ Type 20: 29-month Term, January 1, 2011 – May 31, 2013

_X_ Type 20: 12-month Term, June 1, 2012 – May 31, 2013

_X_ Type 30: 17-month Term, January 1, 2011 – May 31, 2012

_X_ Type 30: 12-month Term, June 1, 2012 – May 31, 2013

_X_ Type 40: 12-month Term, January 1, 2011 – December 31, 2011

    2.3.   Multi-Procurement Process
       The selection of proposals by Allegheny Power will be conducted through a multi-
procurement process following the contract term portfolio criteria stated in Section 2.1 (Supply
Requirement Overview). As specified in Section 6 (Schedule for RFP Process), this process will
have 8 procurements to fulfill Allegheny Power’s requests for its various customer service types.
The load within each procurement is divided into bid blocks. Each bid block represents a certain
and specific percentage(s) of the associated load and, as of the date indicated in the header of the
capacity PLC table in Section 2.1 (Supply Requirement Overview), such specific percentage(s)
are designed to be as close as practicable to 50 MW. The bid block design for this RFP is as
follows.
                            PLC Totals By Transaction & Term
                                                            Contract Term
           Service Type                 17-Month         29-Month       12-Month            Total
Type 10

    Approximate Total PLC, MW         765             459           765         1,530
    *Block Size %                    4.2%            4.2%          4.2%
    Approximate Block Size, MW         51              51            51
    Total # of Blocks                  15               9            15           24
* Type 10 POLR block size % is based on current approximate PLC values, and may differ in
future procurement cycles.

                                                            Contract Term
           Service Type                 17-Month         29-Month       12-Month            Total
Type 20

   Approximate Total PLC, MW               402            150.75             402            603
   *Block Size %                          9.1%             9.1%             9.1%
   Approximate Block Size, MW             50.25            50.25            50.25
   Total # of Blocks                        8                3                8              11


                                                  6                   West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
* Type 20 POLR block size % is based on current approximate PLC values, and may differ in
future procurement cycles.


                                                            Contract Term
           Service Type                 17-Month         12-Month                           Total
Type 30

   Approximate Total PLC, MW              375               375                             375
   *Block Size %                         11.1%             11.1%
   Approximate Block Size, MW            41.66             41.66
   Total # of Blocks                       8                 8                                8
* Type 30 POLR block size % is based on current approximate PLC values, and may differ in
future procurement cycles.

                                                             Contract Term
           Service Type                 12-Month                                            Total
Type 40**

   Approximate Total PLC, MW              1,139                                            1,139
   *Block Size %                          4.2%
   Approximate Block Size, MW              47.5
   Total # of Blocks                        24                                               24
* Type 40 POLR block size % is based on current approximate PLC values, and may differ in
future procurement cycles.
** Service Type 40 customers are required to express an interest in the fixed price option prior to
the solicitation. Allegheny Power will then conduct a single solicitation for the fixed price
service in October 2010 per Section 6 (Schedule for RFP Process). Customers who expressed an
interest in the fixed price option will be advised of the resulting price and given thirty (31) days
after the PA Public Utility Commission’s acceptance of the Service Type 40 bids to opt-in to the
fixed price option for the term January 1, 2011 through December 31, 2011. Customers that do
not affirmatively elect the fixed price option shall receive the hourly price service for POLR.
The fixed price option is not available to customers receiving competitive energy supply as of
January 1, 2011, or for customers returning to POLR during 2011 after receiving competitive
energy supply. New customers connected during 2011 and receiving service under the Service
Type 40 schedules defined herein shall not be eligible to receive the fixed price option.
Additionally, customers may not switch between the fixed price option and the hourly priced
option.
Unfilled Procurement Targets:
        The number of blocks in each procurement for each contract term are Allegheny Power’s
targets. If the amount of conforming bids is unable to meet Allegheny Power’s targets, then the
amount of remaining load will be added to the next round of bidding or a reserve procurement
                                               7                   West Penn Power Company,
                                                                         dba Allegheny Power
                                                                    2009 Request for Proposals
may be conducted to solicit for any deficiencies.

    2.4.   Supplier Step-Up Provision
        As set forth in the POLR SMA, in the event of an early termination of a POLR SMA, all
other wholesale suppliers serving Allegheny Power’s POLR load, pursuant to the Pennsylvania
Public Utility Commission (“PUC”) Orders, will have the option to take a full or partial pro-rata
share of the load for the balance of the terminated POLR SMA term, under the same pricing
terms and conditions of the terminated POLR SMA. Such option to take a pro-rata share of the
load will include a transfer to the step-up supplier of any rights associated with congestion
management. The supplier to which the option is offered shall meet any additional collateral
requirements related to the step-up of its obligation. If any supplier does not exercise its option
to increase its obligation, the other suppliers will have the option to take a pro-rata share of the
amount of the increased obligation that such supplier declined to take. A supplier's pro-rata
share will be the ratio of the supplier's load obligation, stated on a capacity PLC basis, to the total
load being served under POLR SMAs pursuant to the Pennsylvania PUC Orders, excluding the
terminated POLR SMA and, if applicable, POLR SMAs under which suppliers decline to
exercise their step-up option in part or full.

    2.5.   Customer Restrictions

       Pursuant to Pennsylvania PUC Orders, subject to Allegheny Power’s customer
enrollment rules and tariffs, customers may leave and return to POLR at any time without
switching restrictions.

3. Eligibility of Applicants
    3.1.   Overview of Eligibility
        The purpose of the eligibility process is to provide information to the applicants
regarding their eligibility to bid. An applicant is eligible to bid if, in a timely and complete
fashion, it submits an Expression of Interest Form, executes the Confidentiality Agreement,
certifies that it meets the PJM membership and FERC authorization requirements stated in
Section 3.4 (Submittal of Applicant's PJM and FERC Qualifications), its, or its guarantor's
unsecured senior long-term debt is currently rated by Standard & Poor's Ratings Group, Fitch
Investor Services or Moody's Investor Services, submits the Credit Application and associated
financial information requested in Section 3.5 (Submittal of Credit Application and Financial
Information), and submits an executed copy of the Binding Bid Agreement provided as
Appendix 8. Upon submission of bids, eligible bidders will be required to post bid assurance
collateral in an amount directly proportional to the amount of load bid upon. The bid assurance
collateral will be returned to the bidder subsequent to contract execution or the rejection of its
bid(s), as described in Section 3.8 (Bid Assurance Collateral and Alternative Letter of Credit
Form).

      Once an applicant is deemed eligible, such applicant is eligible for all procurements being
conducted through this RFP, as long as the applicant’s credit rating is not downgraded or its
                                                  8                     West Penn Power Company,
                                                                              dba Allegheny Power
                                                                        2009 Request for Proposals
good-standing membership with PJM or its FERC authorization to make sales of energy,
capacity and ancillary services at market based rates are not adversely affected. If any of these
adverse effects occur, it is the responsibility of the applicant to immediately notify Allegheny
Power of such event(s). Once notified, Allegheny Power will make any appropriate adjustments
to the applicant’s eligibility status.


    3.2.   Submittal of Expression of Interest
     Applicants interested in participating in this RFP are required to express their non-binding
interest to bid by completing and submitting the Expression of Interest Form (Appendix 1). An
electronic copy of the Expression of Interest Form can be found on Allegheny Power’s RFP
website. The applicant will not be eligible to submit proposals until such submission has been
provided to Allegheny Power. Upon submission of the Expression of Interest Form, an applicant
will be issued a password to access a website containing additional information related to this
RFP.

    3.3.   Confidentiality Agreement
        An applicant and Allegheny Power will be required to execute the Confidentiality
Agreement (Appendix 2). An electronic copy of the Confidentiality Agreement can be found on
Allegheny Power’s RFP website. The applicant will not be eligible to submit proposals until
such agreement has been executed. The applicant should send the executed agreement by mail
or courier service or appropriate electronic means to:

      Helen L. Taylor, RFP Coordinator
      Allegheny Power
      800 Cabin Hill Drive
      Greensburg, PA 15601
      Once the agreement is received from the applicant, Allegheny Power will complete the
execution of the agreement and send a copy of the fully executed agreement to the applicant by
mail or courier service or appropriate electronic means.

    3.4.   Submittal of Applicant's PJM and FERC Qualifications
        An applicant must certify that it is a member of the Pennsylvania-New Jersey-Maryland
Interconnection, LLC (PJM) and qualified as a market buyer and market seller in good standing
able to secure generation or otherwise obtain and deliver electricity in PJM through compliance
with all applicable requirements of PJM to fulfill a full requirements obligation. In addition, an
applicant must certify that it is authorized by the Federal Energy Regulatory Commission
(FERC) to make sales of energy, capacity and ancillary services at market based rates. The PJM
Qualification Certification Form (Appendix 3) and the FERC Authorization Certification Form
(Appendix 4) can be found on Allegheny Power’s RFP website. Such certifications must be
signed by a signatory with the authority to act on behalf of the applicant. Applicants are required
to submit such certifications no later than the due date noted in Section 6 (Schedule for RFP


                                                9                    West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
Process). The applicant will not be eligible to submit bids until such certifications have been
provided to Allegheny Power.

    3.5.   Submittal of Credit Application and Financial Information
       Applicants are required to submit the Credit Application (Appendix 5) and associated
financial information to Allegheny Power no later than the Application and Financial
Information due date noted in Section 6 (Schedule for RFP Process). Applicants may provide the
required financial statements and other credit information required under this Section 3.5
electronically, provided however, that electronic submissions are specifically linked to the
required information. An electronic copy of the Credit Application can be found on Allegheny
Power’s RFP website. The applicant should send the completed application and the associated
financial information by mail or courier service to:

      Helen L. Taylor, RFP Coordinator
      Allegheny Power
      800 Cabin Hill Drive
      Greensburg, PA 15601

All submitted information must be in the English language, and financial data denominated in
United States currency, and conform to generally accepted accounting principles (GAAP) in the
United States. If the applicant's financial information is consolidated with other entities, then it
is the applicant's responsibility to extract and submit as separate documents all data and
information related solely to the applicant. This must include all financial information,
associated notes and all other information that would comprise a full financial report conforming
to GAAP. If the applicant's, or its Guarantor's, financial data does not meet the above criteria,
the following information is required in order to determine eligibility:

       a. Most recent audited annual financial information (including a balance sheet, income
          statement, and cash flow statement).

       b. Most recent quarterly or mid-year audited financial information; if audited quarterly
          or mid-year financial information is not available, please provide most recent
          quarterly or mid-year financial information accompanied by an attestation by the
          applicant's, or its Guarantor's Chief Financial Officer (or other approved authority)
          that the information submitted is true, correct and a fair representation of the
          applicant's or Guarantor's financial condition.

       c. Credit Rating information (including rating, rating agency and date of rating).

       d. A legal opinion acceptable to Allegheny Power of counsel qualified to practice in the
          foreign jurisdiction in which the Guarantor, if applicable, is incorporated or otherwise
          formed that the Guaranty is, or upon the completion of execution formalities will
          become, the binding obligation of the Guarantor in the jurisdiction in which it has
          been incorporated or otherwise formed.

                                                10                    West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
       e. Any additional information the applicant or its Guarantor wish to give that could
          provide comparable credit assurances to those that are provided by other applicants or
          Guarantors whose financial data is denominated in the United States currency, and
          conform to generally accepted accounting principles (GAAP) in the United States.

         Applicants are urged to provide the materials necessary to establish eligibility as soon as
practicable. Allegheny Power will endeavor, on a best efforts basis, to notify applicants of any
deficiencies in their submittals by the earlier of two weeks from the time the applicant submits its
material to Allegheny Power or the date by which Allegheny Power must issue applicant’s
eligibility status as indicated in Section 6 (Schedule for RFP Process). However, Allegheny
Power does not bear any responsibility for failure to notify applicants of deficiencies prior to the
date indicated in Section 6 (Schedule for RFP Process) for the issuance of the applicants’
eligibility status. Early submittal of materials will provide the greatest flexibility to correct
deficiencies prior to the deadline. Allegheny Power will notify applicants as soon as Allegheny
Power has determined that they have met the eligibility requirements. In the event the applicant's
information is not submitted by the due date or submitted in an incomplete fashion, the applicant
will be eliminated from further consideration in the first procurement of this RFP. Therefore, it
is in the applicant's best interest to submit its credit and financial information early in the
process, allowing some time to cure incomplete information before the due date.

    3.6.   Submittal of Binding Bid Agreement
        An applicant must certify that as a bidder it agrees to be bound by the price and volume
quotes entered on any Bid Form Spreadsheet(s) submitted by the bidder, which shall constitute a
firm offer to supply service in accordance with the POLR SMA. The signatory to the Binding
Bid Agreement must certify that he/she has the authority to act on behalf of, and to bind, the
bidder to perform the terms and conditions of the POLR SMA at the prices and for the load
amounts specified in its proposal(s). Applicants are required to submit such certification no later
than the due date noted in Section 6 (Schedule for RFP Process).

    3.7.   Cure Time for Deficiencies in Qualification Requirements
        In the event that an applicant has not met all of the qualification requirements under
Section 3 (Eligibility of Applicants) so as to not be eligible to submit proposals in the first
procurement, such applicant will be allowed to cure any such deficiency and participate in
subsequent procurements, if the deficiency is cured prior to the due date of proposals for the next
procurement. Eligibility notification from Allegheny Power will be issued to applicant as soon
as practicable after the applicant’s submission.

        New applicants entering the procurement process after the initial eligibility deadline must
submit eligibility documents prior to the due date of proposals for the procurement in which they
intend to participate. Eligibility notification from Allegheny Power will be issued to applicant as
soon as practicable after the applicant’s submission.




                                                11                    West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
    3.8.   Bid Assurance Collateral and Alternative Letter of Credit Form
         Accompanying each proposal in each procurement, each bidder must provide liquid bid
assurance collateral. The purpose of this collateral is to assure commitment of the bidder to
execute the POLR SMA and/or transactions, Declaration of Authority, and, if applicable, Form
of Guarantee for the bid blocks awarded to the bidder in each procurement. The form of
collateral must be either cash or an irrevocable letter of credit (LOC). An acceptable Bid
Assurance LOC form is provided as Appendix 6. If an applicant prefers to use an alternative
LOC form for the bid assurance collateral, the applicant must provide such form along with its
Credit Application (Appendix 5) and financial information. The acceptability of such alternative
LOC form will be at Allegheny Power’s sole discretion, and such acceptability will be
communicated to the applicant no later than the time indicated in Section 6 (Schedule for RFP
Process) for the issuance of the applicants' eligibility status. The amount of the bid assurance
collateral is $300,000 per bid block. Allegheny Power will hold the bid assurance collateral until
either the bidder's proposal is rejected in whole or the bidder executes all necessary documents,
including the POLR SMA and/or transactions, Declaration of Authority, and, if applicable, Form
of Guaranty. Upon either the bidder’s proposal being rejected, or the bidder executing all of the
necessary documents, bid assurance collateral in the form of cash will be returned within one
business day, and bid assurance collateral in the form of a LOC will be returned within two
business days. The bidder may request that the bid assurance collateral reside with Allegheny
Power through the entire multi-procurement period. A bidder that is awarded bid block(s) and
does not execute the POLR SMA and/or transaction(s) associated with such bid block(s) shall
forfeit its bid assurance collateral and be ineligible to participate in the remaining procurements
of this RFP.

    3.9.   Alternative Forms of Performance Assurance
        Subsequent to the return of a supplier's bid assurance collateral, another instrument of
performance assurance to secure Allegheny Power’s exposure during the term of the POLR SMA
may be required, as set forth in the POLR SMA. Any performance assurance required of the
supplier determined in accordance with the POLR SMA may be in the form of cash, LOC, or
other security acceptable to Allegheny Power. An acceptable Performance Assurance LOC form
is provided as Exhibit C in the POLR SMA. If an applicant prefers to use an alternative LOC
form for the performance assurance, the applicant must provide such alternative form along with
its Credit Application and financial information. If an applicant intends to use security other
than cash or LOC, Allegheny Power requests that the applicant describe such other security at
the time it submits its Credit Application and financial information. The acceptability of such
alternative LOC form or such other form of security will be at Allegheny Power’s sole
discretion, and such acceptability will be communicated to the applicant no later than the time
indicated in Section 6 (Schedule for RFP Process) for the issuance of the applicants' eligibility
status.




                                                12                   West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
4. Proposals
    4.1.   Bid Format
     Bidders shall submit their proposals using the Bid Form Spreadsheets attached to this RFP
as Appendix 7. There is a separate Bid Form Spreadsheet for each procurement, each service
type and each contract term, as indicated in the title area of each Bid Form Spreadsheet. The Bid
Form Spreadsheets contain sections of information labeled Bidder Information, Bid Block
Information, Volume Bid, Price Periods Within Contract Term, Price Quote for Bid Blocks
Offered, Volume Weighting Factors, Discount Factors, Load Weighted Prices, Discounted Price
for Evaluation Purposes, Tag Number, Bid Assurance Collateral Amount and
Complete/Incomplete Flag. The Bid Form Spreadsheets contain shaded cell areas in which
bidders provide information and their offers. In order to prevent any misunderstanding of a
bidder's offer, all shaded cells within a Bid Form Spreadsheet must be completed by the
bidder. A Bid Form Spreadsheet submitted by a bidder that contains blank shaded cells
will be deemed a non-conforming bid, and will be eliminated from further consideration.
Therefore, if it is the intent of a bidder to submit a zero price for any component of the
pricing structure, the bidder must enter the numerical value of zero in that specific cell.
The non-shaded cells are read-only cells containing either fixed or computed amounts. All
formulas in cells in which computations are performed can be viewed by simply placing the
cursor on the cell.

     There is no limitation on the number of proposals that a bidder may offer, however, no
proposal(s) can be conditioned in any manner. Allegheny Power reserves the right to accept or
reject any number of a bidder's proposals in accordance with the proposal evaluation criteria set
forth in Section 4.6 (Evaluation of Proposals).

     Bidder Information - These cells are bidder input cells and include Company Name,
Contact Name, Phone Number and Fax Number and must be provided by the bidder. As set
forth in Section 4.3 (Confirmation and Proposal Tagging Process), such information may be used
to confirm receipt of bidder's offer(s).

     Bid Block Information - The content of these cells are provided by Allegheny Power and
include the Maximum Blocks To Be Awarded, Block Size (% of Load) and Approximate Block
Size (MW-Generator). The Maximum Blocks To Be Awarded represents an initial target
consistent with the multi-procurement structure described in Section 2.3 (Multi-Procurement
Process). However, such targets are subject to change depending on the results of prior
procurements, as described in "Unfilled Procurement Targets" within Section 2.3 (Multi-
Procurement Process). In the event that the initial target for the Maximum Blocks To Be
Awarded changes, Allegheny Power will revise such targets in the Bid Form Spreadsheets
accordingly prior to the next procurement, as indicated in Section 6 (Schedule for RFP Process).
The Block Size (% of Load) represents the portion of the service type load. Where there are
multiple customer classes being bid in aggregate within a service type, the Block Size (% of
Load) is applicable to each class, or a separate and distinct Block Size (% of Load) may be stated
for each customer class within the service type. The Approximate Block Size (MW-Generator)
is provided in terms of capacity PLC. The "Generator" qualifier within this term indicates that
the stated Approximate Block Size represents load at the generator-level, rather than at the
                                               13                    West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
customer premise or retail meter level, meaning it includes energy losses, consistent with the
reporting of PLC to PJM.

       Volume Bid - This cell is a bidder input cell for the number of bid blocks it is willing to
supply at the prices offered in the Price Quote for Bid Blocks Offered section. Allegheny Power
reserves the right to accept any number of bid blocks up to the Number of Bid Blocks Offered by
the bidder. In the case of multi-year contract term proposals, the Number of Bid Blocks Offered
by the bidder shall apply for the entire contract term and the number of blocks accepted by
Allegheny Power shall not change throughout the entire contract term.

       Price Periods Within Contract Term - The content of these cells are provided by
Allegheny Power and represent the periods for which the bidder's price quotes apply.

        Price Quote for Bid Blocks Offered - These cells are bidder input cells for its price offer
in each Price Period Within Contract Term. Allegheny Power is requesting price offers for
Summer Energy and Non-Summer Energy. The energy price offers shall be in terms of $/MWh
and limited to two decimal places. All MWh energy shall be at the non-derated generator level.
As set forth in the POLR SMA, the MWh of energy shall be equivalent to the amount of energy
reported as the supplier's obligation by Allegheny Power to PJM with losses in accordance with
Allegheny Power’s initial and subsequent retail load settlement process. Allegheny Power’s
summer period begins on June 1 and ends on September 30, and its non-summer period begins
on October 1 and ends on May 31.

        Volume Weighting Factors - The content of these cells are provided by Allegheny Power.
The content includes Summer and Non-Summer Energy factors. The energy factors represent
Allegheny Power’s estimates of the portion of the specified service type load within the specified
periods based on historical distribution load data. As stated, these factors are derived from
historical data, which may or may not be representative of future behavior of electricity
consumption.

       Discount Factors - The content of these cells are provided by Allegheny Power and
include the Discount Rate and the Mid-Year Discount Factor used in the calculation of the
discounted prices. The Discount Rate is equal to two percent (200 basis points) over the Prime
Rate as published in The Wall Street Journal under "Money Rates". Assumed within the mid-
year discounting convention, cash flows occur in the middle of each Price Period Within
Contract Term and are discounted back to the start of the term.

       Load Weighted Prices - The content of these cells are computed by applying the Volume
Weighting Factors to the Price Quotes for Bid Blocks Offered. The Load Weighted Average
Energy Price is determined by summing the load weighted price quotes derived by applying the
corresponding energy factors to the respective price quotes. The Load Weighted Average
Energy Prices are discounted by the Mid-Year Discount Factor.

       Discounted Price for Evaluation Purposes - The content of this cell is computed and is the
single parameter that will be used to compare all offers within the same service type and the
same contract term. For single Price Periods Within Contract Term, the Discounted Average
                                                14                   West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
Term Price is equivalent to the Discounted Average Price. Where there is multi-Price Periods
Within Contract Term, the Discounted Average Term Price is set equal to the time weighted
average of the Discounted Average Prices.

        Tag Number - The content of this cell will be provided by Allegheny Power and will
represent a unique identification for each Bid Form Spreadsheet submitted by the bidders. This
identification will be communicated to the bidder at the time Allegheny Power confirms receipt
of the bidder's offer(s), as described in Section 4.3 (Confirmation and Proposal Tagging
Process).

      Bid Assurance Collateral Amount - The content of this cell is computed as the product of
the Number of Bid Blocks Offered, as entered by the bidder in the Volume Bid section, and
$300,000.

       Complete/Incomplete Flag - The content of this cell is computed and indicates whether or
not the Bid Form Spreadsheet has been fully completed in accordance with Section 4.1 (Bid
Format). An incomplete Bid Form Spreadsheet will be deemed non-conforming, as set forth in
Section 4.4 (Conforming Proposals).

    4.2.   Submittal of Proposals
       Bidders shall submit proposals using the Bid Form Spreadsheet(s) described in Section
4.1 (Bid Format) and attached as Appendix 7, by facsimile to the following address by 4:30 p.m.
Eastern Prevailing Time (EPT), on the due date for each procurement as indicated in Section 6
(Schedule for RFP Process). Accompanying each proposal, each bidder must include the
appropriate amount of bid assurance collateral, as described in Section 3.8 (Bid Assurance
Collateral and Alternative Letter of Credit Form), and as computed on the Bid Form
Spreadsheet(s). A bidder may withdraw its proposal(s) before 4:30 EPT on the due date by
submitting the Binding Bid Withdrawal Agreement provided as Appendix 9. The signatory to
the Binding Bid Withdrawal Agreement must certify that he/she has the authority to act on
behalf of the bidder in such a manner. Upon receipt of a Binding Bid Withdrawal Agreement,
Allegheny Power will provide the bidder with a notice by phone of receipt of such withdrawal.

       West Penn Power Company, dba Allegheny Power
       Helen L. Taylor, RFP Coordinator
       Fax Number:      724-850-0251
       Phone Number: 724-838-6180

    4.3.   Confirmation and Proposal Tagging Process
        Allegheny Power will confirm receipt of a bidder's proposal(s) by phone. As indicated
on each Bid Form Spreadsheet, the bidder will provide a contact name and phone number which
will be used for the receipt confirmation.




                                              15                   West Penn Power Company,
                                                                         dba Allegheny Power
                                                                   2009 Request for Proposals
    4.4.   Conforming Proposals
       In order for a proposal(s) to be conforming, the proposal(s) must be:
        accompanied by the appropriate amount of bid assurance collateral;
        submitted using the Bid Form Spreadsheet(s), completed in full and without
           modification;
        submitted by the due date(s) and due time; and
        submitted by an eligible applicant.


       Proposals deviating from the above criteria will be deemed non-conforming and
eliminated from further consideration. Any such elimination of proposals will be communicated
by Allegheny Power to the relevant bidder(s) as soon as practicable.

    4.5.   Expiration of Proposals
        A bidder's proposal(s) shall expire the earlier of the time Allegheny Power notifies the
bidder that its proposal has been rejected or at midnight EPT on the scheduled day of awarding
bids within each procurement, as indicated in Section 6 (Schedule for RFP Process).

    4.6.   Evaluation of Proposals
        As described in Section 4.1 (Bid Format), the Discounted Average Term Price calculated
on each Bid Form Spreadsheet will be the single parameter used to compare all offers within the
same service type and the same contract term. The Bid Block Offers with the lowest Discounted
Price for Evaluation Purposes will be selected within each contract term until the procurement
targets specified in Section 2.3 (Multi-Procurement Process) have been met. Bidders that are
awarded bid blocks shall receive their offered prices as stated in their submission of the Bid
Form Spreadsheet(s) under the Price Quote for Bid Blocks Offered section.

         In the event that comparable offers from different suppliers have equivalent Discounted
Average Term Prices (rounded to two decimal places, $0.01/MWh), and such Discounted
Average Term Price qualifies to be awarded a contract, but not all of the Number of Bid Blocks
Offered between or among such suppliers are necessary to meet the procurement target, such bid
blocks will be awarded evenly to such suppliers. If all such bid blocks can not be awarded
evenly, the balance of bid blocks that remains after as much as possible has been evenly
awarded, will be awarded to the supplier(s) that has the least amount of load awarded to it thus
far in the current multi-procurement RFP. If such suppliers have equal amounts of awarded load,
then the number of decimal places in the Discounted Average Term Price will be expanded until
a distinction arises.




                                              16                   West Penn Power Company,
                                                                         dba Allegheny Power
                                                                   2009 Request for Proposals
5. Provider of Last Resort Supply Master Agreement
        The POLR SMA to be executed as a result of this RFP is provided as Appendix 10. The
POLR SMA contains the parties' rights and obligations for providing and receiving full
requirements wholesale electric supply, including those rights and obligations associated with
credit and performance assurances. No provision within the POLR SMA is negotiable. There
will be a master POLR SMA executed with each supplier under which separate transactions will
be executed for the specific service types and contract terms.

       Provided as Exhibit I in the POLR SMA is the Declaration of Authority (“DOA”). The
DOA is an agreement between Buyer and Seller required by PJM and for the benefit of PJM to
appropriately account for the respective obligations contained within the POLR SMA. Buyer
and Seller shall execute such agreement simultaneously with the execution of the POLR SMA.

6. Schedule for RFP Process
   6.1 Schedule Activity and Dates
       The procurement and selection process will be carried out in accordance with the
following schedule:

       Activity                                                          Date
       RFP Website goes active with due diligence information            March 13, 2009
       Solicitation for Expressions of Interest                          March 13
       Pre-Bid Conference                                                March 25
       Confidentiality Agreement due                                     April 1
       Credit Application and financial information due                  April 1
       Alternative Letter of Credit Form(s) due, if applicable           April 1
       Alternative Form of Performance Assurance due, if applicable      April 1
       PJM and FERC qualifications due                                   April 1
       Executed Binding Bid Agreement due                                April 1
       Issue applicants' eligibility status                              April 8

       Type 10, 20 & 30 Contracts – Procurement #1
       Issue any revisions to bid block targets                          April 13, 2009
       Price proposals due                                               April 20
       Bid assurance collateral due                                      April 20
       Award bids                                                        April 20
       Execute POLR SMAs, transactions and DOA                           April 22
       Execute Guaranty Agreement, if applicable                         April 22
       Commission approval of transactions                               April 24


       Type 10, 20 & 30 Contracts – Procurement #2
       Issue any revisions to bid block targets                          May 26, 2009
       Price proposals due                                               June 1
       Bid assurance collateral due                                      June 1
                                              17                   West Penn Power Company,
                                                                         dba Allegheny Power
                                                                   2009 Request for Proposals
Award bids                                                     June 1
Execute POLR SMAs, transactions and DOA                        June 3
Execute Guaranty Agreement, if applicable                      June 3
Commission approval of transactions                            June 5

Type 10, 20 & 30 Contracts – Procurement #3
Issue reminders for next procurement                           Sept 8, 2009
Issue any revisions to bid block targets                       Oct 5
Price proposals due                                            Oct 12
Bid assurance collateral due                                   Oct 12
Award bids                                                     Oct 12
Execute POLR SMAs, transactions and DOA                        Oct 14
Execute Guaranty Agreement, if applicable                      Oct 14
Commission approval of transactions                            Oct 16

Type 10, 20 & 30 Contracts – Procurement #4
Issue reminders for next procurement                           Dec 7, 2009
Issue any revisions to bid block targets                       Jan 11, 2010
Price proposals due                                            Jan 18
Bid assurance collateral due                                   Jan 18
Award bids                                                     Jan 18
Execute POLR SMAs, transactions and DOA                        Jan 20
Execute Guaranty Agreement, if applicable                      Jan 20
Commission approval of transactions                            Jan 22

Type 10, 20 & 30 Contracts – Procurement #5
Issue reminders for next procurement                           April 19, 2010
Issue any revisions to bid block targets                       May 10
Price proposals due                                            May 17
Bid assurance collateral due                                   May 17
Award bids                                                     May 17
Execute POLR SMAs, transactions and DOA                        May 19
Execute Guaranty Agreement, if applicable                      May 19
Commission approval of transactions                            May 21

Type 10, 20, 30 & 40 Contracts – Procurement #6
Issue reminders for next procurement                           Sept 7, 2010
Deadline for Service Type 40 customers to opt-in to the
    fixed price solicitation                                   Sept 17
Issue any revisions to bid block targets                       Oct 11
Price proposals due                                            Oct 18
Bid assurance collateral due                                   Oct 18
Award bids                                                     Oct 18
Execute POLR SMAs, transactions and DOA                        Oct 20
Execute Guaranty Agreement, if applicable                      Oct 20
                                       18                 West Penn Power Company,
                                                                dba Allegheny Power
                                                          2009 Request for Proposals
       Commission approval of transactions                            Oct 22
       Deadline for Service Type 40 customer to affirmatively
          accept fixed price POLR service                             Nov 22

       Type 10, 20 & 30 Contracts – Procurement #7
       Issue reminders for next procurement                           December 12, 2011
       Issue any revisions to bid block targets                       Jan 9
       Price proposals due                                            Jan 16
       Bid assurance collateral due                                   Jan 16
       Award bids                                                     Jan 16
       Execute POLR SMAs, transactions and DOA                        Jan 18
       Execute Guaranty Agreement, if applicable                      Jan 18
       Commission approval of transactions                            Jan 20

       Type 10, 20 & 30 Contracts – Procurement #8
       Issue reminders for next procurement                           March 19, 2012
       Issue any revisions to bid block targets                       April 9
       Price proposals due                                            April 16
       Bid assurance collateral due                                   April 16
       Award bids                                                     April 16
       Execute POLR SMAs, transactions and DOA                        April 18
       Execute Guaranty Agreement, if applicable                      April 18
       Commission approval of transactions                            April 20


      As set forth above and in the POLR SMA, the process for fully executing and approving
a POLR SMA and/or transactions within all procurements will be as follows:
       Monday: bids due by 4:30 p.m. EPT
       Monday: bids awarded by 8:30 p.m. EPT
       Tuesday: Allegheny Power will forward to the awarded bidder by facsimile a partially
         executed POLR SMA, DOA and/or transactions and by overnight courier three
         partially executed POLR SMA, DOA and/or transactions;
       Wednesday: by 2:00 p.m. EPT, the bidder will return to Allegheny Power by
         facsimile a fully executed POLR SMA, DOA and/or transactions, followed by
         overnight courier delivery of two fully executed POLR SMA, DOA and/or
         transactions;
       Wednesday: by close of business, Allegheny Power will submit a copy of the fully
         executed transactions to the Pennsylvania Public Utility Commission for review and
         approval;
       Friday: Commission approves transactions.




                                             19                 West Penn Power Company,
                                                                      dba Allegheny Power
                                                                2009 Request for Proposals
                                                                  Tranche Schedule
Rate Schedule                 Term                   Apr-09        Jun-09       Oct-09   Jan-10   Jun-10   Oct-10   Jan-12   Apr-12   Total
      10            17-month 1/1/11 - 5/31/12           3            3             3       2        2        2                         15
                    29-month 1/1/11 - 5/31/13           2            2             2       1        1        1                         9
                    12-month 6/1/12 - 5/31/13                                                                         8        7       15
                               Spot                                                                                                    6


      20            17-month 1/1/11 - 5/31/12           0            1             2       2        2        1                         8
                    29-month 1/1/11 - 5/31/13           0            0             0       1        1        1                         3
                    12-month 6/1/12 - 5/31/13                                                                         4        4       8
                               Spot                                                                                                    1


      30            17-month 1/1/11 - 5/31/12           0            1             1       2        2        2                         8
                    12-month 6/1/12 - 5/31/13                                                                         4        4       8
                               Spot                                                                                                    1


      40            12-month 1/1/11 - 12/31/11                                                              24                         24



Bid schedule represented is for all contracts required for the 29-month plan period.




      6.2 Schedule Modification Events
The procurement and selection process will be carried out in accordance with the schedule
above. However, the Commission reserves the right to delay a particular procurement in the
schedule upon notice to qualified bidders at least five days prior to the date that price proposals
are due for such procurement, as indicated in the schedule above. Such delay in schedule will
not occur unless the Commission makes a finding and decision that exceptional market-altering
events have occurred within the two-week period prior to the scheduled bid date. "Market-
altering events" shall mean any act of God, act of the public enemy, act of terrorism, war,
insurrection, riot, fire, storm or flood, explosion or any other event beyond the Company's
control.




                                                                                   20                      West Penn Power Company,
                                                                                                                 dba Allegheny Power
                                                                                                           2009 Request for Proposals
7. RFP Website
      Information related to this RFP will be posted on Allegheny Power RFP website at
www.alleghenypower.com/rfp. This website will be accessible by those parties submitting an
Expression of Interest Form or retail electricity suppliers that have been qualified by Allegheny
Power to provide retail electric supply services in Allegheny Power’s service territory pursuant
to Allegheny Power’s Electricity Supplier Coordination Tariff. The information will include:
        a. RFP with the following appended documents:
              Expression of Interest Form
              Confidentiality Agreement
              PJM Qualification Certification Form
              FERC Authorization Certification Form
              Credit Application
              Bid Assurance Letter of Credit
              Bid Form Spreadsheets
              Binding Bid Agreement
              Binding Bid Withdrawal Agreement
              Provider of Last Resort Supply Master Agreement with the following appended
               documents:
                Transaction Confirmation Example
                Renewable Energy Obligation
                Performance Assurance Letter of Credit
                Sample PJM Invoice
                Methodology for Calculation of Mark to Market (MTM) Exposure
                MTM Example Calculation for a Transaction
                Form of Guaranty
                Form of Notice
                Increment Load Example
                PJM Declaration of Authority

       b. Pennsylvania PUC Orders
       c. PJM Website Link
       d. Historic, hourly, non-derated generator-level, unrestricted (excludes Active Load
          Management impacts), load data for all eligible customers (in aggregate) within each
          service type and each customer class or partial customer class within each service
          type
       e. Historic, hourly, non-derated generator-level, unrestricted (excludes Active Load
          Management impacts), POLR load data within each service type and each customer
          class or partial customer class within each service type
       f. Estimated loss factors associated with each service type and each customer class or
          partial customer class within each service type
       g. Current capacity PLCs for all eligible customers (in aggregate) within each service
          type and each customer class or partial customer class within each service type

                                               21                   West Penn Power Company,
                                                                          dba Allegheny Power
                                                                    2009 Request for Proposals
       h. Current capacity PLCs for all POLR customers (in aggregate) within each service
          type and each customer class or partial customer class within each service type
       i. Historic customer migration data (in aggregate) on a PLC basis and on a number of
          customer accounts basis, for each service type and each customer class or partial
          customer class within each service type
       j. Questions and Answers

Allegheny Power will update the above data as it becomes available.

8. Reserved Rights
    8.1.   Bidder Elimination Right
       If in the course of the RFP process, any bidder is found to provide faulty information,
misrepresent its financial or operational characteristics or omit any pertinent information,
Allegheny Power reserves the right to eliminate such bidder from the RFP process.

    8.2.   POLR SMA Termination Right
        If a bidder who engages in any conduct described in Section 8.1 (Bidder Elimination
Right) is successful in being awarded a bid and executes the POLR SMA and/or transactions,
Allegheny Power reserves the right to terminate the POLR SMA and pursue remedies as outlined
in the POLR SMA.

9. Miscellaneous
    9.1.   Warranty on Information
       The information provided in the RFP, or on Allegheny Power’s RFP website, has been
prepared to assist bidders in evaluating the RFP. It does not purport to contain all the information
that may be relevant to a bidder in satisfying its due diligence efforts. Allegheny Power makes
no representation or warranty, expressed or implied, as to the accuracy or completeness of the
information, and shall not, individually or as a corporation, be liable for any representation
expressed or implied in the RFP or any omissions from the RFP, or any information provided to
a bidder by any other source.
        A bidder should check Allegheny Power’s website frequently, to ensure it has the latest
documentation and information. Neither Allegheny Power nor its representatives shall be liable
to a bidder or any of its representatives for any consequences relating to or arising from the
bidder's use of outdated information.

    9.2.   Hold Harmless
       Bidder shall hold Allegheny Power harmless of and from all damages and costs,
including but not limited to legal costs, in connection with all claims, expenses, losses,
proceedings or investigations that arise as a result of the RFP or the award of a bid pursuant to
the RFP.
                                                22                   West Penn Power Company,
                                                                           dba Allegheny Power
                                                                      2009 Request for Proposals
    9.3.   Proposals Become Allegheny Power’s Property
       Subject to the Confidentiality Agreement, all proposals submitted by each bidder
pursuant to this RFP shall become the exclusive property of Allegheny Power.

    9.4.   Bidder’s Acceptance
      The submission of a proposal to Allegheny Power shall constitute a bidder’s
acknowledgment and acceptance of all the terms, conditions and requirements of this RFP and
the POLR SMA and or transactions.
       Bidder and its representatives irrevocably agree to submit to the personal jurisdiction of
any Pennsylvania State or Federal court and any appellate court thereof in respect of any action,
dispute or proceeding arising out of this RFP process, including but not limited to the execution,
implementation and performance of a POLR SMA.

    9.5.   Permits, Licenses and Compliance with the Law
       Supplier shall obtain all licenses and permits that may be required by any governmental
body or agency necessary to conduct supplier’s business or to perform hereunder. Supplier’s
subcontractors, employees, agents and representatives of each in performance hereunder shall
comply with all applicable governmental laws, ordinances, rules, regulations, orders and all other
governmental requirements.

    9.6.   Proprietary Information
       The treatment of proprietary and confidential information of a bidder's proposal and of
Allegheny Power’s data and information is addressed in the Confidentiality Agreement
(Appendix 2).

    9.7.   Disclosure of Awarded Bid Information
       As set forth in the Pennsylvania PUC Orders, certain information related to the winning
bidders and their awarded bids may be made public.

    9.8.   Regulatory Approvals
        As indicated in Section 6 (Schedule for RFP Process), the executed transactions will be
contingent upon the Pennsylvania Public Utility Commission and any necessary FERC
approvals. The results of the procurements will be reviewed by the Pennsylvania PUC. Unless
ordered otherwise, the PUC will approve the transactions no later than two days following the
full execution of the transactions. Bidder agrees to cooperate, to the fullest extent necessary, to
obtain any and all required State, Federal or other regulatory approvals of the POLR SMA and/or
transactions resulting from its proposal(s).


                                                23                   West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
                                        Appendix 1

                                 Expression of Interest Form
Fax to:           Helen L. Taylor
                  Allegheny Power
                  724-850-0251

Note that completion of all information is required. Upon receipt of this Expression of Interest
Form, a password will be issued to respondent to access additional information related to this
RFP.


This response is an indication of our interest in the West Penn Power Company, dba Allegheny
Power’s Request for Proposals to provide wholesale full requirements service beginning January
1, 2011.
Company:


Contact Name:


Contact Title:


Address:


City:


State:


Zip:


Phone Number


Fax Number:


E-mail address:




                                                                   West Penn Power Company,
                                                                         dba Allegheny Power
                                                                   2009 Request for Proposals
                                          Appendix 2

                                 Confidentiality Agreement

[Name and Address of Company]



[Date]

Ladies and Gentlemen,

        This letter is a Confidentiality Agreement between the West Penn Power Company, dba
Allegheny Power (“Allegheny Power”) and ______________ (the “Company”) in connection
with the Company’s intent to participate in the Request for Proposals (“RFP”) to provide Full
Requirements Wholesale Electric Power Supply to serve a portion of the Allegheny Power’s
Provider of Last Resort Service (“POLR”). This Confidentiality Agreement also pertains to the
rights and obligations of the Allegheny Power and the Company in the event the Company
ultimately is selected as a winner in the RFP and provides service pursuant to the Provider of
Last Resort Supply Master Agreement (“POLR SMA”). Allegheny Power and the Company
hereby agree to accept, and to be bound by the terms of this Agreement.

DEFINITIONS:


(a) The following terms have the following meanings:


         1. “Agreement” is this Confidentiality Agreement.

         2. “Pennsylvania PUC” has the meaning set forth in Section 3(b).

         3. “Confidential Information” has the meaning set forth in Section 5.

         4. “Party” means Allegheny Power or the Company.

         5. “Parties” means Allegheny Power and the Company collectively.

        6. “Representatives” means the officers, directors, employees, advisors, lenders, and
other persons, including but not limited to any affiliates who are actively and directly
participating in evaluating, responding to, negotiating and consummating the RFP and/or the
response to the RFP. A person or entity is not a “Representative” unless that person or entity
agrees to preserve the confidentiality of the Confidential Information in accordance with the
terms of this Agreement.
                                                 2                   West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
        7. “Third Parties” means a party or parties other than Allegheny Power, the Company or
their respective Representatives.

          (b) Other capitalized terms used in this Agreement have the meaning set forth in this
Agreement and/or the Request for Proposals dated March 13, 2009, and/or the POLR SMA.


TERMS:

      1. Condition Precedent. The Allegheny Power and the Company shall execute this
Agreement as a condition precedent to Allegheny Power’s furnishing to the Company or the
Company furnishing to the Allegheny Power a copy of any Confidential Information.

        2. Purpose. The purpose of this Agreement is to protect the confidentiality of the
Confidential Information and to restrict the use and disclosure of that information in the manner
set forth below.

        3. Limitations on Use and Disclosure. (a) A Party shall use the other Party’s
Confidential Information only for the purpose of evaluating, responding to, negotiating and
consummating the RFP and/or the response to the RFP, and/or consummating the POLR SMA,
and not for any other purpose. Neither Party shall disclose to Third Parties any information
about the Allegheny Power’s or Company’s participation in the RFP or execution of an POLR
SMA, or the terms or conditions or any other facts relating thereto, including the fact that
discussions are taking place with respect thereto, the status of those discussions, or the fact that
Confidential Information has been made available by or to the Allegheny Power or Company or
their Representatives. Provided, however, that the identity of all (but no fewer than all) bidders
who were awarded any load in the state may be released on a statewide basis on or after the first
day of the service year.

            (b) Notwithstanding the foregoing or any other provision of this Agreement,
Allegheny Power may share any Confidential Information with the Pennsylvania Public Utility
Commission, its Staff, or the Consultant working for the Pennsylvania Public Utility
Commission (collectively “Pennsylvania PUC”). Any such information shared will be
designated as confidential, and the Allegheny Power will ask the Pennsylvania PUC to hold and
use it on a confidential basis. To the extent that the Pennsylvania Office of Consumer Advocate
and its representatives and/or consultants (collectively “OCA”) enter into a confidentiality
agreement to hold any shared information confidentially, Allegheny Power may also share
Confidential Information with OCA for the purposes of OCA’s review of the results of the RFP.

        4. Disclosure upon Default. Notwithstanding the foregoing or any other provision of the
Agreement, Allegheny Power may disclose Confidential Information in the event of a Supplier
Default, as provided for in the POLR SMA. Allegheny Power may disclose to any Company
with whom it has executed an POLR SMA and who is not a Defaulting Supplier, the contract
price of the Defaulting Supplier for the purpose of allowing the Company to make the election
provided for in Section 4.11 (Seller Step-Up Rights) of the POLR SMA.


                                                 3                    West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
        5. Definition of Confidential Information. Confidential Information shall consist of
oral, electronic and written information that is confidential, proprietary, or generally not
available to the public. Whenever possible, such Confidential Information shall be marked prior
to or at the time of disclosure as being “Confidential Information”. Confidential Information in
the case of information provided by Allegheny Power to the Company shall include, without
limitation, all data, reports, interpretations, forecasts or records relating to Allegheny Power
and/or its customers, and any other document created by Allegheny Power or others which
directly or indirectly relates to all or any portion of the bid evaluation information provided to
the Company by Allegheny Power. Confidential Information in the case of information provided
by the Company to Allegheny Power shall include, without limitation, all data, reports,
interpretations, forecasts, bids, credit information, credit collateral amounts, bidder identity, and
shall also include information prepared by the Company that includes directly or indirectly
Confidential Information furnished by Allegheny Power.

          6. Non-Confidential Information. Notwithstanding the provisions of Section 5,
information shall not be deemed confidential that (i) becomes generally available to the public;
(ii) is already known to the receiving Party at the time of receipt by the receiving Party; or (iii) is
acquired after such receipt from a Third Party not known to the receiving Party to be prohibited
from making disclosures. In addition, notwithstanding any other provision of this Agreement,
the Company may always make public, at its sole discretion, the fact that it has participated in
bidding to serve Allegheny Power’s load, whether the Company has been awarded any load, the
amount of load awarded, and/or the price to be paid for that service of load. The receiving Party
shall give prompt notice to the other Party in the event it believes that any of the other Party’s
information in its possession is not Confidential Information as a result of the provisions of this
Section 6.

         7. Property of Allegheny Power or the Company. Confidential Information belonging to
Allegheny Power shall consist of Confidential Information supplied by Allegheny Power to the
Company and shall also include the portion of Confidential Information furnished by the
Company to Allegheny Power that incorporates Confidential Information furnished to the
Company by Allegheny Power. Confidential Information belonging to the Company consists of
all other Confidential Information supplied by the Company to Allegheny Power. Allegheny
Power and the Company acknowledge that each Party’s Confidential Information is and at all
times remains the sole and exclusive property of that Party, who, it is agreed, has the exclusive
right, title, and interest to its Confidential Information. Neither Party grants any right or license,
by implication or otherwise, as a result of the provision of Confidential Information to the
receiving Party.

       8. Disclosure Prohibited Except Where Explicitly Permitted. Neither Party shall
disclose or use the other Party’s Confidential Information without the other Party’s prior written
consent except as explicitly stated in Sections 3, 4, 9 and 10 of this Agreement.

        9. Disclosure For Bid Evaluation Purposes. A Party may disclose the other Party’s
Confidential Information to its Representatives for the purposes set forth in Section 3. The
obligations and restrictions under this Agreement that apply to a Party also apply to a Party’s
Representatives.
                                                  4                     West Penn Power Company,
                                                                              dba Allegheny Power
                                                                        2009 Request for Proposals
        10. Disclosure to Governmental Authorities. (a) A Party (the “disclosing Party”) may
also disclose the other Party’s Confidential Information to any governmental, judicial, or
regulatory authority (“Authority”) requiring such Confidential Information; provided that, the
disclosing Party (a) promptly informs the other Party of the substance of any inquiries, requests
or requirements in order to afford the other Party an opportunity to attempt to prevent or limit the
disclosure of the Confidential Information; (b) makes a good faith effort to persuade the
Authority (i) that submission of the Confidential Information should not be required, or, if that
effort fails, (ii) that submission of the Confidential Information on a non-public basis should be
permitted; and (c) endeavors in good faith to protect the Confidential Information provided to an
Authority from disclosure to Third Parties. If an Authority orders the disclosing Party to disclose
any documents containing the other Party’s Confidential Information, the disclosing Party shall
a) attempt to obtain from the other Party, if the Authority allows the time, a “Public Disclosure
Copy”, or b) if the Authority does not allow such time, shall prepare itself a “Public Disclosure
Copy” in which the Confidential Information has been redacted to the extent that such redaction
is permitted by the Authority requiring disclosure. Confidential Information disclosed pursuant
to this Section 10 on a non-public basis shall not lose its status as Confidential Information by
virtue of such non-public disclosure.

       (b) Notwithstanding the foregoing, the Parties agree that:
              (i) either party may be required to provide information, potentially including
                   Confidential Information to FERC in order to comply with FERC Form 1 or
                   FERC transaction reporting requirements. Each Party agrees that to the extent
                   it is required to provide FERC any such Confidential Information, the Party
                   required to provide such Confidential Information will provide only the
                   Confidential Information that is reasonably necessary to comply with such
                   reporting requirements and shall not be required to comply with the provisions
                   of Section 10(a) of this Agreement unless there have been substantive changes
                   to the information required for FERC reporting purposes.
              (ii) either party may be required by law to publicly disclose Confidential
                   Information. Each Party agrees that to the extent that it is required to disclose
                   such Confidential Information, the Party required to make the disclosure will
                   disclose only the Confidential Information that is reasonably necessary to
                   comply with such legal requirements and shall not be required to comply with
                   the provisions of Section 10(a) of this Agreement.

        11. Termination of RFP Participation. If the Company determines that it does not wish
to proceed with the RFP, or if Allegheny Power excludes the Company from the RFP process for
any of the reasons set forth in the RFP, it will immediately notify the other Party of that decision.
In such case, or if the RFP is not consummated, upon the written request of the Party (the
“requesting Party”), the other Party (the “receiving Party”) shall not retain and shall promptly
return to the requesting Party all the requesting Party’s written Confidential Information in the
possession of the receiving Party or its Representatives, except for the portion (“said portion”) of
the requesting Party’s Confidential Information that may be found in analyses, compilations, or
other documents prepared by, or for, the receiving Party and its Representatives. The said
portion and any oral Confidential Information furnished by the requesting Party and not so
                                                 5                     West Penn Power Company,
                                                                             dba Allegheny Power
                                                                       2009 Request for Proposals
requested or returned will be held by the receiving Party and kept subject to the terms of this
Agreement, or destroyed.

        12. Liability and Relief. A Party or any of its Representatives shall be liable for any
breach of this Agreement. In the event a non-breaching Party or its Representatives shall have
knowledge of any breach of the confidentiality of, or the misappropriation of, any of the
Confidential Information, the non-breaching Party shall promptly give notice thereof to the
breaching Party. The non-breaching Party shall be entitled to specific performance or other
equitable relief by way of injunction or otherwise, if the other Party or any of its Representatives
breach or threaten to breach any of the provisions of this Agreement. Such remedy shall not be
deemed to be the exclusive remedy available to the non-breaching Party, but shall be in addition
to all other available remedies. Neither failure nor delay by the non-breaching Party, in
exercising any of its rights or privileges herein, shall operate as a waiver nor shall any single or
partial exercise preclude any other or further exercise of any right, power or privilege.

       13. Representatives, Successors and Assigns. This Agreement shall be binding upon and
for the benefit of the Parties, and their respective Representatives, successors, and permitted
assigns. Neither Party may assign its rights or obligations hereunder without prior written
consent of the other Party.

        14. Controlling Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws, rules or
principles.

        15. Full Compliance Required. The failure in any instance to insist on full compliance
with the terms of this Agreement shall not be deemed to be a waiver of the right to insist upon
full compliance with these terms thereafter.

        16. Signatures. The signatures below establish each Party’s agreement to the terms
hereof and that each Party is duly authorized to execute and deliver this Agreement on behalf of
the Parties’ respective companies.

       17. Termination. This Agreement shall terminate three years from the date hereof.



COMPANY                                          ALLEGHENY POWER

By _____________________________                 By _____________________________

Title ____________________________               Title ____________________________




                                                 6                    West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
                                          Appendix 3

                         PJM Qualification Certification Form


I, __________________________________ (“Agent”) am an authorized signatory for
(“Company”) and hereby certify that Company is a member of the Pennsylvania-New Jersey-
Maryland Interconnection, LLC (“PJM”) and qualified as a market buyer and market seller in
good standing able to secure generation or otherwise obtain and deliver electricity in PJM
through compliance with all applicable requirements of PJM to fulfill a full requirements
obligation.



 Signed:                                          Date:



 Type or Print Name:



 Title:



 Company:




Upon completion, please mail this form to:

Helen L. Taylor
Allegheny Power
800 Cabin Hill Drive
Greensburg, PA 15601
htaylo3@alleghenypower.com

Or send by facsimile to the following number: 724-850-0251




                                                 7             West Penn Power Company,
                                                                     dba Allegheny Power
                                                               2009 Request for Proposals
                                        Appendix 4

                       FERC Authorization Certification Form

I,   _____________________________           (“Agent”)   am   an      authorized   signatory   for
________________________ (“Company”) and hereby certify that Company has been
authorized by the Federal Energy Regulatory Commission (“FERC”) to make sales of energy,
capacity and ancillary services at market based rates, pursuant to the Federal Power Act and the
provisions of FERC’s regulations promulgated thereunder. The Company’s authorization to
make such sales at market based rates was granted in Docket No(s)..




 Signed:                                         Date:



 Type or Print Name:



 Title:



 Company:




Upon completion, please mail this form to:
Helen L. Taylor
Allegheny Power
800 Cabin Hill Drive
Greensburg, PA 15601
htaylo3@alleghenypower.com

Or send by facsimile to the following number: 724-850-0251



                                                                      West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
                                         Appendix 5
                                     Credit Application

The following information will be used to assess the applicant's creditworthiness.

1. Company Information
   Type of Business
      __ Corporation
      __ Limited Liability Company
      __ Joint Venture
      __ Other (describe)

   Applicant Organization
      Legal Corporate Name:
      Street Address:
      City, State, Zip Code:
      Dun & Bradstreet Number:
      Federal Tax ID Number:

   Applicant Credit Contact Name
      Name:
      Title:
      Phone Number:
      Fax Number:
      Email Address:

   For Corporation/Limited Liability Companies
      Date and State of Incorporation/Registration:
      Registered Agent Name:
      Street Address:
      City, State, Zip Code:

   For Limited Partnerships
      Name of General Partner:
      Address of General partner/Registered Agent:
      City, State, Zip Code:

2. Application for Credit Basis
   This application for credit is to be based on the creditworthiness of the Applicant indicated
   below.
       __ The applicant listed under section 1.
       __ The parent company listed below.


                                                                     West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
   Parent Guarantor Company
      Legal Corporate Name:
      Street Address:
      City, State, Zip Code:
      Dun & Bradstreet Number:
      Federal Tax ID Number:

3. Credit Information
   The Applicant indicated in section 2 is required to submit the most recent 2 years of financial
   statements audited by a firm of certified public accountants of national standing. Indicate
   below what statements are being submitted.
       __ Annual Report
       __ 10K
       __ 10Q
       __ Other (describe)

In the event the above information is inadequate to appropriately assess the Applicant's
creditworthiness, the Applicant must provide evidence of its capability to provide collateral
instruments, its capability to borrow and other sources of liquidity. If the applicant's, or its
Guarantor's, financial data does not meet the above criteria, the following information is required
in order to determine eligibility:
        a. Most recent audited annual financial information (including a balance sheet, income
            statement, and cash flow statement).

       b. Most recent quarterly or mid-year audited financial information; if audited quarterly
          or mid-year financial information is not available, please provide most recent
          quarterly or mid-year financial information accompanied by an attestation by the
          applicant's, or its Guarantor's Chief Financial Officer (or other approved authority)
          that the information submitted is true, correct and a fair representation of the
          applicant's or Guarantor's financial condition.

       c. Credit Rating information (including rating, rating agency and date of rating).

       d. A legal opinion acceptable to the Utilities of counsel qualified to practice in the
          foreign jurisdiction in which the Guarantor, if applicable, is incorporated or otherwise
          formed that the Guaranty is, or upon the completion of execution formalities will
          become, the binding obligation of the Guarantor in the jurisdiction in which it has
          been incorporated or otherwise formed.

       e. Any additional information the applicant or its Guarantor wish to give that could
          provide comparable credit assurances to those that are provided by other applicants or
          Guarantors whose financial data is denominated in the United States currency, and
          conform to generally accepted accounting principles (GAAP) in the United States.

                                                2                    West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
   All submitted information must be in the English language, and financial data denominated
   in United States currency, and conform to generally accepted accounting principles (GAAP)
   in the United States. If the Applicant's financial information is consolidated with other
   entities, then it is the Applicant's responsibility to extract and submit as separate documents
   all data and information related solely to the Applicant. This must include all financial
   information, associated notes and all other information that would comprise a full financial
   report conforming to GAAP.

   Has the applicant or predecessor company declared bankruptcy in the last 5 years?
   __ Yes
   __ No

   Are there any pending bankruptcies or other similar state or federal proceedings, outstanding
   judgments or pending claims or lawsuits that could affect the solvency of the applicant?
   __ Yes
   __ No

   If the answer is "Yes" to either of the above questions, please provide an addendum to this
   application describing the situation and how it affects the applicant’s ability to meet or not to
   meet its credit obligations.

   Applicant's Credit Ratings
   Standard & Poors
       Last Rating Date:
       Senior Unsecured Long Term Debt Rating:
   Moody's
       Last Rating Date:
       Senior Unsecured Long Term Debt Rating:
   Fitch
       Last Rating Date:
       Senior Unsecured Long Term Debt Rating:

   Along with the above information, attach the latest review from each of the agencies.


4. Authorization
   Applicant hereby represents and warrants that all statements and representations made herein,
   including any supporting documents, are true to the best of Applicant’s knowledge and
   belief. The undersigned authorized official of the Applicant warrants that the Applicant
   agrees to be bound by these representations. The applicant authorizes the above listed
   entities to release data requested by the West Penn Power Company, dba Allegheny Power
   necessary to perform a credit check in connection with Applicant’s interest to bid on the Full
   Requirements            Wholesale         Electric        Power          Supply          RFP.



                                                3                     West Penn Power Company,
                                                                            dba Allegheny Power
                                                                      2009 Request for Proposals
Applicant’s Company Name: _______________________________

Signature of Authorized Official: ________________________________

Name of Authorized Official (print):______________________________

Title of Authorized Official (print): ______________________________

Date Signed: ______________________




                                        4                  West Penn Power Company,
                                                                 dba Allegheny Power
                                                           2009 Request for Proposals
                                  APPENDIX 6

                 BID ASSURANCE LETTER OF CREDIT
        {TO BE ISSUED ON THE LETTERHEAD OF THE ISSUING BANK}

IRREVOCABLE LETTER OF CREDIT NO.

ISSUE DATE ____________________          EXPIRY DATE_____________

APPLICANT
[NAME]
[ADDRESS]

WEST PENN POWER COMPANY, DBA ALLEGHENY POWER
ATTN: HELEN L. TAYLOR
800 CABIN HILL DRIVE
GREENSBURG, PA 15601

CURRENCY     AMOUNT
USD *********$

WE HEREBY ISSUE IN YOUR FAVOR OUR IRREVOCABLE LETTER OF CREDIT NO:
__________ FOR THE ACCOUNT OF _______________________ (APPLICANT) FOR AN
AMOUNT OR AMOUNTS NOT TO EXCEED IN THE AGGREGATE US DOLLARS
_____________________________ AVAILABLE BY YOUR DRAFT(S) AT SIGHT ON THE
BANK OF ________________________ (“ISSUER”) ___________________(ADDRESS),
EFFECTIVE _____________ AND EXPIRING AT OUR COUNTERS ON ______________
UNLESS TERMINATED EARLIER IN ACCORDANCE WITH THE PROVISIONS OF THE
BENEFICIARY’S PENNSYLVANIA REQUEST FOR PROPOSALS FOR FULL
REQUIREMENTS SERVICE DATED MARCH 13, 2009 OR OTHERWISE EXTENDED
BY AMENDMENT.

THIS LETTER OF CREDIT IS PRESENTABLE AND PAYABLE AT OUR COUNTERS
AND WE HEREBY ENGAGE WITH YOU THAT DRAFTS DRAWN UNDER AND IN
COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE HONORED
ON PRESENTATION IF ACCOMPANIED BY THE REQUIRED DOCUMENTS PURSUANT
TO THE TERMS OF THIS LETTER OF CREDIT.

THE BELOW MENTIONED DOCUMENT(S) MUST BE PRESENTED ON OR BEFORE
THE EXPIRY DATE OF THIS INSTRUMENT IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS LETTER OF CREDIT.

  1. YOUR SIGNED AND DATED STATEMENT, READING AS FOLLOWS:

                                                     West Penn Power Company,
                                                           dba Allegheny Power
                                                     2009 Request for Proposals
          “THE AMOUNT FOR THIS DRAWING, USD (INSERT AMOUNT), BEING
          MADE UNDER THE BANK OF ___________________(BANK) LETTER OF
          CREDIT NUMBER (INSERT LETTER OF CREDIT REFERENCE NUMBER),
          REPRESENTS AN AMOUNT DUE AND PAYABLE TO BENEFICIARY
          FROM APPLICANT FOR BID ASSURANCE RELATED TO THE
          BENEFICIARY’S PENNSYLVANIA REQUEST FOR PROPOSALS FOR
          FULL REQUIREMENTS SERVICE DATED MARCH 13, 2009 (RFP).”

  2. THIS ORIGINAL LETTER OF CREDIT AND ANY AMENDMENT(S).

IF PRESENTATION OF ANY DRAWING IS MADE ON A BUSINESS DAY (AS HEREIN
DEFINED) AND SUCH PRESENTATION IS MADE ON OR BEFORE 11:00 A.M. NEW
YORK TIME, ISSUER SHALL SATISFY SUCH DRAWING REQUEST ON THE NEXT
BUSINESS DAY. IF THE DRAWING IS RECEIVED AFTER 11:00 A.M. NEW YORK
TIME, ISSUER WILL SATISFY SUCH DRAWING REQUEST ON THE SECOND
FOLLOWING BUSINESS DAY.

THIS LETTER OF CREDIT MAY BE TERMINATED UPON BENEFICIARY’S RECEIPT OF
FULL PAYMENT FROM THE APPLICANT AND ISSUER’S RECEIPT OF A WRITTEN
RELEASE FROM THE BENEFICIARY RELEASING THE ISSUER FROM ITS
OBLIGATIONS UNDER THIS LETTER OF CREDIT ACCOMPANIED BY THE ORIGINAL
LETTER OF CREDIT AND ALL AMENDMENTS.

THE TERM “BUSINESS DAY” AS USED HEREIN MEANS ANY DAY OTHER THAN (I) A
SATURDAY, (II) A SUNDAY, OR (III) A DAY ON WHICH BANKING INSTITUTIONS
LOCATED IN THE CITY OF NEW YORK, NEW YORK ARE REQUIRED OR
AUTHORIZED BY LAW TO BE CLOSED.

APPLICANT'S FILING OF A BANKRUPTCY, RECEIVERSHIP OR OTHER DEBTOR-
RELIEF PETITION, AND/OR APPLICANT'S DISCHARGE THEREUNDER, SHALL IN NO
WAY AFFECT THE LIABILITY OF [BANK] UNDER THIS LETTER OF CREDIT AND
[BANK] SHALL ALWAYS REMAIN LIABLE TO [BENEFICIARY] UP TO, BUT NOT
BEYOND, THE STATED EXPIRY DATE OF THIS LETTER OF CREDIT FOR THE FULL
AMOUNT OF APPLICANT'S OBLIGATIONS HEREIN TO [BENEFICIARY] NOT TO
EXCEED THE AVAILABLE AMOUNT IN THIS LETTER OF CREDIT.

ADDITIONAL TERMS AND CONDITIONS:

  1.   ALL COMMISSIONS AND OTHER BANKING CHARGES WILL BE BORNE BY
       THE APPLICANT.

  2.   THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED OR ASSIGNED.

  3.   THIS LETTER OF CREDIT IS IRREVOCABLE.

  4.   THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY
                                   2            West Penn Power Company,
                                                      dba Allegheny Power
                                                2009 Request for Proposals
        PRACTICES (1998) OF THE INTERNATIONAL CHAMBER OF COMMERCE
        PUBLICATION NO. 590 (“ISP98”) OR SUCH LATER REVISION (S) OF THE ISP
        AS MAY BE HEREAFTER ADOPTED. AS TO MATTERS NOT GOVERNED BY
        ISP98, THIS LETTER OF CREDIT SHALL BE GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
        YORK, INCLUDING, TO THE EXTENT NOT INCONSISTENT WITH ISP98,
        THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW
        YORK. THIS LETTER OF CREDIT MAY NOT BE AMENDED, CHANGED OR
        MODIFIED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE
        BENEFICIARY AND THE ISSUER.

  5.    THE BENEFICIARY SHALL NOT BE DEEMED TO HAVE WAIVED ANY
        RIGHTS UNDER THIS LETTER OF CREDIT, UNLESS THE BENEFICIARY OR
        AN AUTHORIZED AGENT OF THE BENEFICIARY SHALL HAVE SIGNED A
        DATED WRITTEN WAIVER. NO SUCH WAIVER, UNLESS EXPRESSLY SO
        STATED THEREIN, SHALL BE EFFECTIVE AS TO ANY TRANSACTION
        THAT OCCURS SUBSEQUENT TO THE DATE OF THE WAIVER, NOR AS TO
        ANY CONTINUANCE OF A BREACH AFTER THE WAIVER.

  6.    A FAILURE TO MAKE ANY PARTIAL DRAWINGS AT ANY TIME SHALL
        NOT IMPAIR OR REDUCE THE AVAILABILTY OF THIS LETTER OF CREDIT
        IN ANY SUBSEQUENT PERIOD OR OUR OBLIGATION TO HONOR YOUR
        SUBSEQUENT DEMANDS FOR PAYMENT MADE IN ACCORDANCE WITH
        THE TERMS OF THIS LETTER OF CREDIT.




AUTHORIZED SIGNATURE:__________________________
TITLE:____________________________

PLEASE DIRECT ANY WRITTEN CORRESPONDENCE, INCLUDING DRAWING OR
INQUIRIES TO:
[BANK NAME, ADDRESS AND PHONE NUMBER]




                                    3               West Penn Power Company,
                                                          dba Allegheny Power
                                                    2009 Request for Proposals
                                                      Appendix 7
                                            Bid Form Spreadsheets
                                                WEST PENN POWER COMPANY
                                                  dba ALLEGHENY POWER
                                                 REQUEST FOR PROPOSALS

                                                   BID FORM SPREADSHEET
                                                         APPENDIX 7

                                                [bid month] CONTRACTS
                       PROPOSAL DUE DATE: [month day, year], between 12:00 pm (noon) & 4:30 pm EPT
                                                   SERVICE TYPE [__]
                                         TARIFF NO. [__] SCHEDULES [_______]
                             [__]-MONTH TERM: [start month day, year] - [end month day, year]

Bidder Information
Company Name                                                                                             *   Required   Field
Contact Name                                                                                             *   Required   Field
Phone Number                                                                                             *   Required   Field
Fax Number                                                                                               *   Required   Field

Bid Block Information
Maximum Blocks To Be Awarded                                                  TBD
Block Size (% of Load)                                                      TBD%
Approximate Block Size (MW PLC-Generator)                                     TBD

Volume Bid
Number of Bid Blocks Offered                                                         * Required Field

Price Periods Within Contract Term                          [start mm/dd/yy - end mm/dd/yy]

Price Quote for Bid Blocks Offered
Summer Energy ($ / MWh)                                                              * Required Field
Non-Summer Energy ($ / MWh)                                                          * Required Field

Volume Weighting Factors
Summer Energy (%)                                                           TBD%
Non-Summer Energy (%)                                                       TBD%

Discount Factors
Discount Rate (%)                                                [prime rate + 2%]
Mid-Year Discount Factor                                                      TBD

Load Weighted Prices
Load Weighted Average Summer Energy Price ($ / MWh)          $                0.00
Load Weighted Average Non-Summer Energy Price ($ / MWh)      $                0.00
Total Load Weighted Average Price ($ / MWh)                  $                0.00
Discounted Average Price ($ / MWh)                           $                0.00

Discounted Price for Evaluation Purposes
Discounted Average Term Price ($ / MWh)                             N/A              * Complete ALL Required Fields Above

Tag Number                                                  TBD

Bid Assurance Collateral Amount                              Number of Bid Blocks Offered x $300,000

Complete / Incomplete Flag                                       Incomplete

Above references to MW are provided in terms of Capacity PLC at the generator level




                                                                                          West Penn Power Company,
                                                                                                dba Allegheny Power
                                                                                          2009 Request for Proposals
                                         Appendix 8

                                  Binding Bid Agreement

        ________________________________________, (“Bidder”) agrees to be bound by the
price and volume quotes entered on any Bid Form Spreadsheet(s), up to the expiration time of its
proposal, as set forth in Section 4.5 (Expiration of Proposals) of this Request For Proposals,
submitted to West Penn Power Company, dba Allegheny Power in response to this multi-
procurement RFP, which shall constitute a firm offer to supply service in accordance with the
Provider of Last Resort Supply Master Agreement and applicable Pennsylvania Law and
regulations. Any offer is not subject to any contingencies or conditions precedent and, if
accepted by West Penn Power Company, dba Allegheny Power, the Bidder agrees to execute the
Provider of Last Resort Supply Master Agreement in a timely manner as set forth in Section 6
(Schedule for RFP Process) of this RFP.

       The submission of any binding offer to West Penn Power Company, dba Allegheny
Power shall constitute the Bidder’s acknowledgment and acceptance of all the terms, conditions
and requirements of this RFP.

        The undersigned represents and warrants that he/she has the authority to act on behalf of,
and to bind, the Bidder to perform the terms and conditions and otherwise comply with all
obligations stated herein.


Signature:     ______________________________
Title:         ______________________________
Date:          ______________________________




                                                                     West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
                                         Appendix 9
                          Binding Bid Withdrawal Agreement
___________________________________________ (“Bidder”) hereby freely and irrevocably
withdraws the price and volume quotes entered on the Bid Form Spreadsheet(s) previously
submitted to West Penn Power Company, dba Allegheny Power and listed below under “Bid
Response Name” and “Tag Number” or “Bid Form Spreadsheet File Name”. This withdrawal of
bid(s) is not subject to any contingencies or conditions precedent, and constitutes a final
cancellation of the subject bid(s). Bidder expressly acknowledges and agrees that the withdrawn
bid(s) will not be considered by West Penn Power Company, dba Allegheny Power, and will not
be accepted by West Penn Power Company, dba Allegheny Power under any circumstances.

        The submission of this binding bid withdrawal to West Penn Power Company, dba
Allegheny Power constitutes Bidder’s continuing acknowledgement and acceptance of all the
terms, conditions and requirements of this Request for Proposals.

        The person submitting this bid withdrawal represents and warrants that he/she has the
authority to act on behalf of, and to bind, the Bidder with respect to all actions and obligations
stated herein.

   Signature of Authorized Official: ________________________________

   Name of Authorized Official (print):______________________________

   Title of Authorized Official (print): ______________________________

   Date Signed: ______________________


Bid Response Name                            Tag Number or Bid Form Spreadsheet File Name




Note: Please fax your completed form to the following number:
       724-850-0251
Please also send an e-mail alert to htaylo3l@alleghenypower.com.
Please note that all bid withdrawals must be received by West Penn Power Company, dba
Allegheny Power by 4:30 p.m. EPT on the date such bid was due.

                                                                     West Penn Power Company,
                                                                           dba Allegheny Power
                                                                     2009 Request for Proposals
                 Appendix 10

Provider of Last Resort Supply Master Agreement




                                      West Penn Power Company,
                                            dba Allegheny Power
                                      2009 Request for Proposals

								
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